Anderson and Berenyi had been school friends, having known each other since the early 1980s, and together published the Alphabet Soup fanzine. In 1986, Anderson joined the Rover Girls as bassist, and Berenyi joined the Bugs, also as a bass player. Neither band lasted long, and in 1987, they joined Barham and Acland in the Baby Machines. Rippon joined shortly thereafter, and the band members decided on a change of name to Lush, making their live debut at the Camden Falcon on 6 March 1988.[4][5] Barham left the band and later joined Pale Saints. Berenyi then took on lead vocal duties.

Anderson said of the band's beginnings: "We were kind of punk rock in one way. We did think, 'Well, if they can do it, why the fuck can't we?' Basically, our idea was to have extremely loud guitars with much weaker vocals. And, really, the vocals were weaker due to nervousness – we'd always be going 'Turn them down! Turn them down!'" Berenyi said, "We started by writing crappy riot grrl anthems... which was probably charming in a juvenile way. But there was a very rapid shift from the minute we started to write for records. The music, the lyrics became much more thoughtful and expressive, more important, really. I remember that change beginning when Emma wrote "Thoughtforms," it certainly made me think I needed to get my act together."